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annual report | 2012 Gunung Capital Berhad (330171-P) 24 CORPORATE GOVERNANCE STATEMENT (cont’d) 5. UPHOLD INTEGRITY IN FINANCIAL REPORTING 5.1 Compliance with Applicable Financial Reporting Standards The Board ensures the integrity of the Group’s financial reporting and fully recognises that accountability in financial disclosure forms an integral part of good corporate governance practices. The Board is responsible for ensuring that financial statements prepared for each financial year give a true and fair view of the Group’s state of affairs. The Directors took due care and reasonable steps to ensure that the requirements of accounting standards were fully met. Quarterly financial statements were reviewed by the Audit Committee and approved by the Board of Directors prior to their release to Bursa Securities. 5.2 Assessment of Suitability and Independence of External Auditors The Audit Committee undertakes an annual assessment of the suitability and independence of the external auditors. Having assessed their performance, the Audit Committee will recommend their decision to the Board, upon which the shareholders’ approval will be sought at the AGM. 6. RECOGNISE AND MANAGE RISKS 6.1 Framework to Manage Risks The Board has established a sound framework to manage risks within the Group. The risk management and internal control system is regularly reviewed by Management and relevant recommendations is made to the Audit Committee and Board for approval. The Company continues to maintain and review its internal control procedures to ensure that its assets and its shareholders’ investments are protected. 6.2 Internal Audit Function The Board has established an internal audit function within the Company, which reports directly to the Audit Committee. Details of the Group’s internal audit function are set out in the Audit Committee Report of this Annual Report. The Statement on Risk Management and Internal Control of this Annual Report provides an overview of the state of nternal control within the Group. 7. ENSURE TIMELY AND HIGH QUALITY DISCLOSURE 7.1 Corporate Disclosure Policy The Group has in place a procedure for compliance with the Listing Requirements of Bursa Securities. The Company Secretary reviews all announcements to ensure accuracy and compliance. The Board reviews and approves all quarterly and other important announcements. The Board is mindful that information which is material is announced immediately. Besides that, the Board believes that the Company’s Annual Report is a vital source of essential information for shareholders and investors and other stakeholders. The Company strives to provide a high level of reporting and transparency as an added value for users. 7.2 Leverage on information technology The Group maintains the following website that allows all shareholders and investors access to information about the Group: www.gunung.com.my
CORPORATE GOVERNANCE STATEMENT (cont’d) 8. STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS 8.1 Shareholder Participation at General Meetings The Board acknowledges the importance of effective communication with shareholders and the investment community, and adheres strictly to the disclosure requirements of Bursa Securities. The Board also recognises the importance of maintaining transparency and accountability to its shareholders and investors. Quarterly reports on the Group’s results and announcements can be accessed from Bursa Securities’ website. In addition, the Group’s Annual Report contains a review of its financial performance, supported by facts and statistics. The AGM is the principal forum for dialogue with shareholders. Shareholders are notified of the meeting and provided with a copy of the Annual Report at least 21 days before the meeting. At the AGM, the Board provides an opportunity for shareholders to raise questions pertaining to the business activities of the Group. All Directors are available to respond to questions from shareholders during these meetings. The external auditors are also present to provide professional and independent clarification on issues and concerns raised by the shareholders. 8.2 Poll Voting The shareholders are given the opportunity to vote on the regular businesses of the AGM, viz. consideration of the financial statements, consideration and approval of directors’ fees, re-election of directors, re-appointment/ appointment of auditors and special business if any, by a show of hands. In specific cases where required, the result would be determined by a poll. The Chairman will explain the voting procedure before the commencement of any general meeting. The Board is mindful on the new requirement of mandatory poll voting on the resolution approving related party transactions pursuant to Paragraph 10.08(7A) of Bursa Securities Listing Requirement. 8.3 Communication and Engagements with Shareholders As there may be instances where investors and shareholders may prefer to express their concerns to an independent director, the Board has appointed Mr. Wong Hoy Kim, the Senior Independent Non-Executive Director to handle the concerns may be directed. At all times, investors and shareholders may contact the Company Secretary for information on the Group. Any queries or concerns relating to the Group may be conveyed to the following persons: i. Peter Wong Hoy Kim Senior Independent Director Tel : 03-2166 3946 Fax : 03-2166 3943 ii. Mr Eric Toh/Ms Jesslyn Ong Company Secretaries Tel : 04-282 4605 Fax : 04-282 4605 COMPLIANCE STATEMENT The Company is committed to achieving high standards of corporate governance throughout the Group and to the highest level of integrity and ethical standards in all its business dealings. In this regard, the Board considers that the Group has complied substantially with the principles and recommendations as stipulated in the MCCG 2012 throughout the financial year ended 31 December 2012. This Statement was made in accordance with a resolution of the Board of Directors at a meeting held on 21 May 2013. Gunung Capital Berhad (330171-P) 25 annual report | 2012
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Notes:- 1. A member of the Company,
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